EXHIBIT 99.1
                                                                    ------------



                               AMENDED & RESTATED
                                     BY-LAWS
                                       OF
                               STEVEN MADDEN, LTD.
                            (A DELAWARE CORPORATION)

                      AS FURTHER AMENDED ON MARCH 24, 2008

                                    ARTICLE I

                                  STOCKHOLDERS

            Section 1. Certificates Representing Stock. Certificates
representing stock in the corporation shall be signed by, or in the name of, the
corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,
or by the Chief Executive Officer, the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation. Any or all the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

            Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

            The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.

            Section 2. Uncertificated Shares. Subject to any conditions imposed
by the General Corporation Law, the Board of Directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.



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            Section 3. Fractional Share Interests. The corporation may, but
shall not be required to, issue fractions of a share. If the corporation does
not issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable may be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.

            Section 4. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the corporation
shall be made only on the stock ledger of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

            Section 5. Record Date for Stockholders. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion, or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.



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            Section 6. Meaning of Certain Terms. As used herein in respect of
the right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the certificate of incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the certificate of incorporation,
except as any provision of law may otherwise require.

            Section 7. Stockholder Meetings.

            (a)   Time.

                  (i)   Annual Meetings. The annual meeting shall be held on the
      date and at the time fixed, from time to time, by the directors, provided,
      that the first annual meeting shall be held on a date within thirteen
      months after the organization of the corporation, and each successive
      annual meeting shall be held on a date within thirteen months after the
      date of the preceding annual meeting.

                  (ii)  Special Meetings. Except as otherwise required by
      applicable law or the corporation's certificate of incorporation, special
      meetings of the stockholders for any purpose or purposes may be called
      only by the directors pursuant to a resolution adopted by a majority of
      the members of the Board of Directors then in office. Only such business
      as is specified in the notice of any special meeting of the stockholders
      shall come before such meeting.

            (b)   Place. Annual meetings and special meetings shall be held at
such place, within or without the State of Delaware, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the registered office of the corporation in the State
of Delaware.

            (c)   Notice or Waiver of Notice; Adjournment. Written notice of all
stockholder meetings shall be given, stating the place, date, and hour of the
meeting and stating the place within the city or other municipality or community
at which the list of stockholders of the corporation may be examined. The notice
of an annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called. The notice of any meeting


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shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law. Except as
otherwise provided by the General Corporation Law, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the corporation. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States mail. The chairman of the meeting (as determined in
paragraph (e) below), or the holders of a majority of the votes entitled to be
cast by the stockholders who are present in person or by proxy, may adjourn the
meeting without notice other than announcement at the meeting, whether or not a
quorum is present. If a meeting is adjourned to another time, not more than
thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

            (d)   Stockholder List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.

            (e)   Conduct of Meeting. At each meeting of the stockholders, the
Chairman of the Board, if any, shall serve as chairman of the meeting, or in the
absence of the Chairman of the Board, one of the following officers in the order
of seniority shall serve as chairman of the meeting: the Vice-Chairman of the
Board, if any, the Chief Executive Officer, the President or a Vice-President.
If none of the foregoing is in office and present and acting, a person chosen by
the stockholders shall serve as chairman of the meeting. The order of business
at each such meeting shall be as determined by the chairman of the meeting. The
chairman of the meeting shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts and things as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and


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safety, limitations on the time allotted to questions or comments on the affairs
of the corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof, and the opening and closing of the
voting polls. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the chairman of the meeting shall appoint
a secretary of the meeting.

            (f)   Business to be Brought Before an Annual Meeting of
Stockholders.

                  (i)   To be properly brought before the annual meeting of
      stockholders, business must be either (A) specified in the notice of
      meeting (or any supplement thereto) given by or at the direction of the
      Board of Directors (or any duly authorized committee thereof), (B)
      otherwise properly brought before the meeting by or at the direction of
      the Board of Directors (or any duly authorized committee thereof) or (C)
      otherwise properly brought before the meeting by any stockholder of the
      corporation (1) who is a stockholder of record on the date of the giving
      of the notice provided for in this Section 7(f) of Article I and on the
      record date for the determination of stockholders entitled to vote at such
      meeting and (2) who complies with the notice procedures set forth in
      Section 7(f)(ii) of this Article I. In addition to any other applicable
      requirements, including but not limited to the requirements of Rule 14a-8
      promulgated by the Securities and Exchange Commission under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), for business to be
      properly brought before an annual meeting by a stockholder pursuant to
      clause (C) of this Section 7(f)(i) of Article I, such stockholder must
      have given timely notice thereof in proper written form to the Secretary
      of the corporation.

                  (ii)  To be timely, a stockholder's notice to the Secretary
      pursuant to clause (C) of Section 7(f)(i) of this Article I must be
      delivered to or mailed and received at the principal executive offices of
      the corporation, not less than 120 days nor more than 150 days prior to
      the anniversary date of the immediately preceding annual meeting of
      stockholders; provided, however, that in the event that the annual meeting
      is called for a date that is not within 30 days before or after such
      anniversary date, notice by the stockholder in order to be timely must be
      so received no later than the close of business on the tenth day following
      the day on which such notice of the date of the annual meeting is mailed
      or such public disclosure of the date of the annual meeting is made,
      whichever first occurs.

                  (iii) Subject to Section 5 of Article II, to be in proper
      written form, a stockholder's notice to the Secretary pursuant to clause
      (C) of Section 7(f)(i) of this Article I must set forth as to each matter
      such stockholder proposes to bring before the annual meeting (i) a brief
      description of the business desired to be brought before the meeting and
      the reasons for conducting such business at the meeting and, in the event
      that such item of business shall include a proposal to amend these
      By-laws, the text of the proposed amendment (ii) the name and record
      address of such stockholder and all persons or entities acting in concert
      with the stockholder, (iii) the class or series and number of shares of
      capital stock of the corporation which are owned beneficially or of record
      by such stockholder, together with evidence reasonably satisfactory to the


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      Secretary of such beneficial ownership, (iv) a description of all
      arrangements or understandings between such stockholder and any other
      person or persons (including their names) in connection with the proposal
      of such business by such stockholder and any material interest of such
      stockholder in such business and (v) a representation that such
      stockholder intends to appear in person or by proxy at the annual meeting
      to bring such business before the meeting. If such stockholder does not
      appear or send a qualified representative to present such proposal at such
      annual meeting, the corporation need not present such proposal for a vote
      at such meeting, notwithstanding that proxies in respect of such vote may
      have been received by the corporation.

                  (iv)  Notwithstanding anything in these By-laws to the
      contrary, no business shall be conducted at the annual meeting of
      stockholders except business brought before such meeting in accordance
      with the procedures set forth in this Section 7(f) of Article I; provided,
      however, that, once business has been properly brought before such meeting
      in accordance with such procedures, nothing in this Section 7(f) of
      Article I shall be deemed to preclude discussion by any stockholder of any
      such business. If the chairman of such meeting determines that business
      was not properly brought before the meeting in accordance with the
      foregoing procedures, the chairman shall declare to the meeting that the
      business was not properly brought before the meeting and such business
      shall not be transacted.

            (g)   Proxy Representation. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

            (h)   Inspectors. The directors, in advance of any meeting, may, but
need not, appoint one or more inspectors of election to act at the meeting or
any adjournment thereof. If an inspector or inspectors are not appointed, the
chairman of the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the chairman of the meeting. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the chairman of the


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meeting, the inspector or inspectors, if any, shall make a report in writing of
any challenge, question, or matter determined by him or them and execute a
certificate of any fact found by him or them.

            (i)   Quorum. The holders of a majority of the votes entitled to be
cast by the stockholders entitled to vote generally, present in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the stockholders; provided, however, that in the case of any vote to be taken
by classes, the holders of a majority of the votes entitled to be cast by the
stockholders of a particular class shall constitute a quorum for the transaction
of business by such class.

            (j)   Voting.

                  (i)   Except as otherwise provided by General Corporation Law
      or by the corporation's certificate of incorporation, each stockholder of
      record of any class or series of capital stock of the corporation shall be
      entitled at each meeting of stockholders to such number of votes for each
      share of such stock as may be fixed in the corporation's certificate of
      incorporation or in the resolution or resolutions adopted by the Board of
      Directors providing for the issuance of such stock, registered in such
      stockholder's name on the books of the corporation on the record date (as
      determined in accordance with Section 5 of Article I).

                  (ii)  At each meeting of the stockholders, all corporate
      actions to be taken by vote of the stockholders (except as otherwise
      required by applicable law and except as otherwise provided in the
      corporation's certificate of incorporation or these By-laws) shall be
      authorized by a majority of the votes cast by the stockholders entitled to
      vote thereon who are present in person or represented by proxy, and where
      a separate vote by class is required, a majority of the votes cast by the
      stockholders of such class who are present in person or represented by
      proxy shall be the act of such class.

                  (iii) Directors shall be elected by a plurality of the votes
      cast by the stockholders entitled to vote thereon who are present in
      person or represented by proxy.

                  (iv)  Unless required by applicable law or determined by the
      chairman of the meeting to be advisable, the vote on any matter, including
      the election of directors, need not be by written ballot. In the case of a
      vote by written ballot, each ballot shall be signed by the stockholder
      voting, or by such stockholder's proxy.

            Section 8. Action by Written Consent of Stockholders.

            (a)   Anything in these By-laws to the contrary notwithstanding, any
action required by the General Corporation Law to be, or which may be, taken at
any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed in person or by
proxy by the holder of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted and if the
procedures in this Section 8 of Article I shall be complied with.



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            (b)   A record date for determining stockholders entitled to express
consent to stockholder action in writing without a meeting shall be fixed by the
Board of Directors of the corporation (a "Consent Record Date"). Any stockholder
seeking to have the stockholders authorize or take action by written consent
without a meeting shall give written notice either by personal delivery or by
United States mail, postage prepaid, to the Secretary, of the intent of such
stockholder to take action by written consent, which notice shall request that
the Board of Directors fix a Consent Record Date. The Board of Directors shall,
within 10 days of the receipt of such notice, fix as the Consent Record Date a
date which shall not precede the date upon which the resolution fixing the
Consent Record Date shall be adopted by the Board of Directors and which shall
not be more than 10 days after the date upon which such resolution shall have
been adopted. If the Board of Directors fails to fix a record date as provided
in this Section 8 of Article I, then the record date shall be the day on which
the first written consent is duly delivered pursuant to Section 213(b) (or its
successor provision) of the General Corporation Law, or, if prior action is
required by the Board of Directors with respect to the matter to be acted upon
by written consent without a meeting, the record date shall be the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

            (c)   Every written consent pursuant to this Section 8 of Article I
shall bear the date of signature of each stockholder who shall sign such consent
and no written consent shall be effective to take the corporate action referred
to therein unless, within 60 days of the date of the earliest dated consent
delivered to the corporation in the manner required by this Section 8 of Article
I, written consents signed by a sufficient number of stockholders to take action
shall be delivered to the corporation by delivery to its registered office in
the State of Delaware, to its principal place of business or to an officer or
agent of the corporation having custody of the books in which meetings and
proceedings of the stockholders shall be recorded. Delivery made to said
registered office of the corporation shall be by hand or by certified or
registered mail, return receipt requested.

            (d)   In the event of the delivery to the corporation of a written
consent or consents purporting to represent the requisite voting power to
authorize or take corporate action and/or related revocations, the Secretary of
the corporation shall provide for the safekeeping of such consents and
revocations and shall promptly engage nationally recognized independent
inspectors of election for the purpose of promptly performing a ministerial
review of the validity of the consents and revocations. No action by written
consent without a meeting shall be effective until such inspectors of election
have completed their review, determined that the requisite number of valid and
unrevoked consents has been obtained to authorize or take the action specified
in the consents and certified such determination for entry in the records of the
corporation kept for the purpose of recording the proceedings of meetings of
stockholders.

            (e)   Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who shall not have consented in writing.





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                                   ARTICLE II

                                    DIRECTORS

            Section 1. Functions and Definition. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

            Section 2. Qualifications and Number. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The initial Board of Directors shall consist of two persons.
Thereafter the number of directors constituting the whole board shall be at
least one. Subject to the foregoing limitation and except for the first Board of
Directors, such number may be fixed from time to time by action of the
directors, or, if the number is not fixed, the number shall be two. The number
of directors may be increased or decreased by action of the directors.

            Section 3. Election and Term. The first Board of Directors, unless
the members thereof shall have been named in the certificate of incorporation,
shall be elected by the incorporator or incorporators and shall hold office
until the first annual meeting of stockholders and until their successors are
elected and qualified or until their earlier resignation or removal. Any
director may resign at any time upon written notice to the corporation.
Thereafter, directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

            Section 4. Vacancies. Subject to the rights of the holders of any
class or series of stock having a preference over the common stock of the
corporation as to dividends or upon liquidation, any vacancies on the Board of
Directors resulting from death, resignation, removal or other cause, and newly
created directorships resulting from any increase in the number of directors
shall be filled exclusively by the Board of Directors (and not by the
stockholders), acting by a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director, and any directors so appointed shall hold office until the next annual
meeting and until his or her successor shall be duly elected and shall have
qualified, unless sooner displaced as provided by the General Corporation Law.

            Section 5. Notification of Nomination.

            (a)   Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
corporation, except as may be otherwise provided in the certificate of
incorporation with respect to the right of holders of preferred stock of the
corporation to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (i) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)



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or (ii) by any stockholder of the corporation (A) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 5 of
Article II and on the record date for the determination of stockholders entitled
to vote at such meeting and (B) who complies with the notice procedures set
forth in Section 5(b) of this Article II. In addition to any other applicable
requirements, for a nomination to be made by a stockholder pursuant to clause
(ii) of this Section 5(a) of Article II, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the corporation.

            (b)   To be timely, a stockholder's notice to the Secretary pursuant
to clause (ii) of Section 5(a) of this Article II must be delivered to or mailed
and received at the principal executive offices of the corporation (i) in the
case of an annual meeting, not less than 120 days nor more than 150 days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after such anniversary
date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting is mailed or such public
disclosure of the date of the annual meeting is made, whichever first occurs, or
(ii) in the case of a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special meeting is mailed
or public disclosure of the date of the special meeting is made, whichever first
occurs.

            (c)   To be in proper written form, a stockholder's notice to the
Secretary pursuant to clause (ii) of Section 5(a) of this Article II must set
forth (i) as to each person whom the stockholder proposes to nominate for
election as a director, (A) the name, age, business address and residence
address of the person, (B) the business experience during the past five years of
such person, including his or her principal occupation or employment during such
period, the name and principal business of any corporation or other organization
in which such occupations and employment were carried on, and such other
information as to the nature of his or her responsibilities and level of
professional competence as may be sufficient to permit assessment of his or her
prior business experience, (C) the class or series and number of shares of
capital stock of the corporation which are owned beneficially or of record by
the person and (D) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (ii) as to the stockholder giving the notice, (A)
the name and address of such stockholder and of all persons or entities acting
in concert with the stockholder, (B) the name and address of such stockholder as
they appear on the corporation's books (if they so appear), (C) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such stockholder, together with evidence reasonably
satisfactory to the Secretary of such beneficial ownership, (D) a description of
all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (E) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (F) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies


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for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

            (d)   No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 5 of Article II. If the chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman of the meeting shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.

            Section 6. Meetings.

            (a)   Time. Meetings shall be held at such time as the Board of
Directors shall fix, except that the first meeting of a newly elected Board of
Directors shall be held as soon after its election as the directors may
conveniently assemble.

            (b)   Place. Meetings shall be held at such place within or without
the State of Delaware as shall be fixed by the Board of Directors.

            (c)   Call. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the Chief Executive Officer or the President, or of a majority of the
directors in office.

            (d)   Notice or Actual or Constructive Waiver. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

            (e)   Quorum and Action. A majority of the whole Board of Directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided, that such majority shall constitute at least one-third of the
whole Board of Directors. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except as
herein otherwise provided, and except as otherwise provided by the General
Corporation Law, the vote of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these By-laws which
govern a meeting of directors held to fill vacancies and newly created
directorships in the Board of Directors or action of disinterested directors.





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            Any member or members of the Board of Directors or of any committee
designated by the Board of Directors, may participate in a meeting of the Board
of Directors, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.

            (f)   Chairman of Meetings of Board of Directors. The Chairman of
the Board, if any and if present and acting, shall preside at all meetings.
Otherwise, the Vice-Chairman of the Board, if any and if present and acting, the
Chief Executive Officer, if present and acting, or the President, if present and
acting, or any other director chosen by the Board of Directors, shall preside.

            Section 7. Removal of Directors. Except as may otherwise be provided
by the General Corporation Law, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.

            Section 8. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of
any member of any such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation with the exception of any authority the delegation of which is
prohibited by Section 141 of the General Corporation Law, and may authorize the
seal of the corporation to be affixed to all papers which may require it.

            Section 9. Written Action. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or committee.


                                   ARTICLE III

                                    OFFICERS

            The officers of the corporation shall consist of a Chief Executive
Officer, a President, a Chief Financial Officer, a Secretary, and, if deemed
necessary, expedient, or desirable by the Board of Directors, a Chairman of the
Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers with such titles as the resolution of the


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Board of Directors choosing them shall designate; provided, however, that the
Board of Directors may also appoint from its members (who are not officers or
employees of the Corporation) a non-executive Chairman of the Board and a
non-executive Vice-Chairman of the Board, and that any such non-executive
Chairman or non-executive Vice Chairman so appointed shall not be deemed to be
an officer of the corporation. Except as may otherwise be provided in the
resolution of the Board of Directors choosing him, no officer other than the
Chairman, non-executive Chairman, Vice- Chairman and non-executive Chairman of
the Board, if any, need be a director. Any number of offices may be held by the
same person, as the directors may determine.

            Unless otherwise provided in the resolution choosing him, each
officer shall hold his office for such term as may be prescribed by the Board of
Directors and until such person's successor shall have been chosen and shall
qualify, or until such person's death or resignation, or until such person's
removal in the manner hereinafter provided.

            All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as shall
be prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office except
to the extent that such resolutions may be inconsistent therewith. The Secretary
or an Assistant Secretary of the corporation shall record all of the proceedings
of all meetings and actions in writing of stockholders, directors, and
committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board of Directors shall assign to him.
Any officer may be removed, with or without cause, by the Board of Directors.
Any vacancy in any office may be filled by the Board of Directors.


                                   ARTICLE IV

                                 CORPORATE SEAL

            The corporate seal shall be in such form as the Board of Directors
shall prescribe.


                                    ARTICLE V

                                   FISCAL YEAR

            The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.


                                   ARTICLE VI

                              CONTROL OVER BY-LAWS

            Subject to the provisions of the certificate of incorporation and
the provisions of the General Corporation Law, these By-laws may be altered,
amended or repealed in whole or in part, and new By-laws may be adopted, by the
Board of Directors at any regular or special meeting of the Board of Directors.




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